Tuesday, October 17, 2017

Should You Use “Shall” or “Will” to Create an Obligation in a Contract?

In the October 2017, Michigan Bar Journal, attorney Chadwick Busk addresses the question. Does “shall” mean “will,” or does it mean “must”? The different meanings obviously have different consequences. To complicate matters, the commentators give divergent advice.

This article, however, gives the best advice. If you want “shall” to create an obligation, define the meaning of “shall” at the beginning o  the contract, and be consistent in using  the word:

In the end, the best advice in deciding whether to use shall or will in your business contracts may be this: choose one or the other, stick to it, define your selection in the contract as imposing an obligation on the appropriate party, and leave it at that.

You can read more here.



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